Minutes of the Special Meeting of the Board of Directors of Atheists of Florida, Inc.

September 4, 2011
INTRODUCTION. A Special Meeting of the Directors of ATHEISTS OF FLORIDA, INC., a 501(c)(3) nonprofit Florida Corporation, was held on Sunday September 4, 2011 at the Atheists of Florida office, 3614 S. Manhattan Avenue, Tampa. The chairman noted that this was a special board meeting called by the directors of the above named corporation pursuant to the bylaws of said corporation for the purpose of discussing items specified on the agenda which had been delivered to all board members prior to the meeting. 1. CALL TO ORDER. Chairman Ed Golly called the meeting to order at 11:00 A.M. 2. ROLL CALL. Roll was called by the Chairman and the following directors were present: Steve Brown Matt Cooper, Tampa Chapter Director Ed Golly, Chairman Gloria Julius John Kieffer, President Steven Miles James Peterson Joe Reinhardt Tracy Thomas, Secretary Christos Tzanetakos EllenBeth Wachs, Vice President and Lakeland Chapter Director Portia Westerfield

Golly noted that a quorum was present and proceeded with the meeting 3. APPROVAL OF MINUTES. 3.1 MOTION was made by Wachs to table the approval of the minutes until the next quarterly board meeting. SECONDED. By VOTE of the board, the MOTION CARRIED. 4. REVIEW OF AGENDA. 4.1 MOTION was made by Wachs to accept the Agenda as presented. SECONDED. By VOTE of the board, the MOTION CARRIED. 5. ANNOUNCEMENTS. 5.1 Golly offered congratulations to EllenBeth Wachs for the dismissal of all criminal charges against her. 5.2 Kieffer updated the Board on the legal status of the criminal charges against him, including; disorderly conduct, carrying a possible 2-year sentence; resisting arrest, carrying a possible 1-year sentence; and disrupting a school assembly, assembly for the worship of God, or lawful assembly, carrying a possible 2month sentence. Docket call was scheduled for Thursday September 8, 2011, and trial would be held week of September 12. 6. INTERIM LEADERSHIP. 6.1 A MOTION was made by Cooper that in the event that the Chairman, Treasurer and Secretary agree that neither the President nor the Vice President is able to perform the duties of the President, the A of F Board of Directors would designate another board member to serve as Acting President until either the President or the Vice President is able to resume the duties of the President, or a new Board elects a President, whichever comes first. SECONDED. 6.1.1 An AMMENDMENT was submitted by Cooper to change a specific designation to an order of succession as follows: Chairman, Treasurer, Secretary. SECONDED. By VOTE of the board, the AMERNDMENT CARRIED.
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Discussion returned to the main motion. By VOTE of the board, MOTION CARRIED. 7. BOARD ELECTION PLANNING. 7.1 A MOTION was made by Peterson to adopt the A of F Elections Checklist 2011 as generated by Cooper and included in the agenda. SECONDED. By VOTE of the board, MOTION CARRIED.
MONTH WEEK TASK

August

2 3 4

Election Coordinator obtains various membership and non-member lists from President. Election Coordinator combines lists, produces a single list of Life and Paid-up members. Sept. 1: Paid members are invited via email to submit nominations for the board. Nominees must submit bios and qualifications. Members are contacted through email where available, and USPS where not. Sept 4. Special Board meeting Election Coordinator compiles list of lapsed members and unpaid visitors. Renewal notices or an invitation to join emailed to non-members to be part of the election process by joining now. Nominations closed If 20 or fewer nominations are received, all nominees are declared elected to the board. Otherwise, see week 4

September

2 3 4 1 2 3 4 November 1 2 3 4 1

October

If >20 nominees, ballots sent out via email where available, via USPS where not. Start of board elections Close of board elections Chairman and observers count ballots New board effective, old President calls first board meeting, to be held in Jan. or Feb. 2012 Deadline for new Board to meet, elect or reelect officers

December January February

8. BOARD COMPOSITION. 8.1 A MOTION was made by Kieffer to better comply with Article IV, Paragraph 2 of the bylaws (Ultimate authority resides in the Members. The Members elect the Directors.), to insure that the board is elected by the membership rather than self-appointed, and to maintain a manageable size for the Board of Directors, the Bylaws of the A of F were proposed to be amended as follows (in the table below): SECONDED.

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CITATION

PROPOSED WORDING
additions in italics

ORIGINAL WORDING
changed in italics, deletions crossedout

Article VI Section 2. Constitution. Paragraph 1

The Board shall consist of no fewer than six (6) or more than seventeen (17) members. The regular election shall be limited to ten (10) at-large board seats. The Chapter Directors of the seven (7) largest chapters, as determined by paid membership on the day of the general election, with ten (10) or more paid members, shall be automatically elected to Chapter Director seats on the Board. Elected at-large and Chapter Director Board Members shall have the same rights and responsibilities. All Board members shall be at least 18 years old and shall have been members for at least six months on the day of the general election.

The Board shall consist of not less than six (6) nor more than twenty-four (24) members. The regular election shall be limited to four fewer than the maximum allowed Board members. The Officers are ex-officio Members of the Board. Elected and ex-officio Board Members shall have the same rights and responsibilities. Elected Board members shall be at least 18 years old and shall have been members for at least six months.

Article VI Section 2. Constitution. Paragraph 2

Members may nominate candidates for the at-large seats on the Board, or volunteer to be nominated as candidates. Directors are elected to a three (3) year term. Directors may be re-elected. Nominations for the Board will open on September 1st and close on September 30th. Voting by email or mail ballot will only be necessary if the number of nominations exceeds the allowable number of at-large Board seats. If voting is necessary, it will begin November 1st and close, (postmarked by), November 21st. Both email and mail ballots must be opened and counted in the presence of the Chairman and a minimum of two other Elections Committee members to be valid. Any ballots, mail or email, which had previously been opened will be considered spoiled ballots. At-large Board vacancies which remain after the regular election process is completed may be treated as un-expired terms and filled by election by the Board. Local Chapters,'' may be formed by a single active member of Atheists of Florida. Chapter Directors who are not on the Board (see VI 2) and any paid member may attend Board meetings as guests.

Members may nominate candidates for the Board, or volunteer to be nominated as candidates. Directors are elected to a three (3) year term. Directors may be re-elected. Nominations for the Board will open on September 1st and close on September 30th. Voting by mail ballot will only be necessary if the number of nominations exceeds the allowable number of Board seats. If voting is necessary, it will begin November 1st and close, (postmarked by), November 21st. Ballots must be opened and counted in the presence of the Chairman and a minimum of two other Elections Committee members to be valid. Chapter Directors are automatically elected to the Board and will not be included on Board voting ballots. Chapter Director seats on the Board are limited to the current Chapter Director of an active Chapter. Board vacancies which remain after the regular election process is completed may be treated as un-expired terms and filled by election by the Board, up to four fewer than the maximum allowed Board members. Local Chapters,'' may be formed by a single active member of Atheists of Florida. Upon reaching a quantity of ten (10) members, the Chapter Director shall become a member of the Board of Atheists of Florida. Directors of chapters of fewer than ten (10) members may attend Board meetings as guests.

Article IX Section 1. General.

By VOTE of the board, the MOTION CARRIED.

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9. FINANCIAL OVERSIGHT COMMITTEE. 9.1 A MOTION was made by Golly that, in order to avoid potential conflicts of interest and preserve checks and balances within Atheists of Florida, the bylaws would be amended to insert the following (in the table below): SECONDED. CITATION PROPOSED WORDING
additions in italics

ORIGINAL WORDING OF THE MOTION (NOT BYLAW CHANGE) DISTRIBUTED TO

MEMBERS AND APPROVED

changed in italics, deletions crossedout

Article VIII Section 3A Financial Oversight Committee

The Financial Oversight Committee shall consist of the Treasurer, the Secretary and three (3) other board members nominated and elected by the board who will be required to approve or disapprove in a timely manner by majority vote the implementation of any lawsuit, legal action, or expenditure taken on behalf of Atheists of Florida that would be anticipated to cause the expenditures of funds by A of F in excess of $1,000.

The Chairman shall appoint an Executive Financial Oversight Committee consisting of five (5) board members who will be required to approve in a timely manner the implementation of any lawsuit, legal action, or expenditure taken on behalf of Atheists of Florida that would be anticipated to cause the expenditures of funds by A of F in excess of $1,000.

9.1.1 An AMMENDMENT was made by Wachs to approve or disapprove within one week rather than in a timely manner. Additionally, un-acted upon requests will be automatically disapproved. SECONDED. By VOTE of the board the AMENDMENT CARRIED. By VOTE of the board the MOTION CARRIED. 10. WEBSITE SOLICITATION ISSUE. 10.1 A MOTION was made by Cooper that the Atheists of Florida Web site shall be revised by amending the immediate request for donations to a brief introduction of the four legal issues in which we are currently involved, including links to more expanded information about each issue, and ending with a solicitation for donations to the A of F fund as designated by the donor. SECONDED. By VOTE of the board MOTION FAILED. 11. BUILDING DISCUSSION. 11.1 A MOTION was made by Reinhardt that the Board purchase the building at Manhattan upon agreement of specific terms. SECONDED. By VOTE of the board the MOTION CARRIED. Tentative calculations for purchase were submitted to the Board for comparison purposes:
$/Sq ft Nov-2009 $/Sq ft Jun-2011 % price decline Appraisal Price Less market decline Est. current value Less 10% discount $175 $146 17% $295,000 17% $246,114 $221,503

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Option 1 Down payment Net loan amount Interest Period (years) Balloon at end Mortgage pmt. $ 10,000 $ 211,503 2% 10 0 $ 1,946

Option 2 $ 10,000 $ 211,503 4% 20 0 $ 1,282

Option 3 $ 10,000 $ 211,503 5.5% 5 205,000 $ 1,064

12. APPOINTMENT OF NEW TREASURER. President Kieffer appointed Curry as Treasurer to replace Owens through the balance of her term. 13. FINANCIAL OVERSIGHT COMMITTEE. Nominations for the three open board positions on the Financial Oversight Committee were submitted: Joe Reinhardt Ed Golly Jim Peterson Matt Cooper EllenBeth Wachs Gloria Julius By written BALLOT of the board, the committee will be comprised of: Joe Reinhardt Ed Golly Matt Cooper 14. SET NEXT BOARD MEETING. There was no discussion specifying a date for the next board meeting. 15. ADOPTION OF ADJOURNMENT MOTION. MOTION was made by Golly to adjourn the meeting. By VOTE of the board, the MOTION CARRIED. The Chair ADJOURNED the meeting at 2:35.

Tracy A. Thomas
Tracy A. Thomas, Secretary

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Atheists of Florida 2011 Special Board Meeting 9/4/2011 Summary

6.1 A chain of succession (Chairman, Secretary, Treasurer) was approved in the event of the unavailability of the President and Vice-President to perform their duties.

7.1
8.1

An A of F Elections Checklist 2011 for the 2011 Board of Directors election was approved.
BY-LAWS AMMENDMENT (Article IV, paragraph 2) was made to change the Board of Directors composition from a limit of 24 members to a limit of 17 members to be made up of a limit of 10 atlarge members and a limit of 7 chapter directors from the largest chapters. BY-LAWS AMMENDMENT (Article VIII, Section 3A) was made to create a Financial Oversight Committee for approval of A of F expenditures in excess of $1,000. The board agreed to purchase the building at Manhattan Avenue upon agreement of specific terms. Robert Curry was appointed as Treasurer to replace Nan Owens through the balance of her term.* The three open Financial Oversight Committee positions were filled by Ed Golly, Joe Reinhardt, and Matt Cooper. Owens announced a few days after the meeting that she would be available to continue fulfilling the position of treasurer for the remainder of her term, agreed to by the president.

9.1 11.1 12.1 13

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Atheists of Florida, Inc. BOARD OF DIRECTORS

Directors terms are three years. This roster will serve until September 2011

Board Members as of February 2008

BROWN, Steve COOPER, Matt Tampa Chapter Director GOLLY, Ed Chairman JULIUS, Gloria KIEFFER, John President MILES, Steven ORAVEC, Alan Sarasota Chapter Director OWENS, Nan Treasurer PETERSON, Jim Web master REINHARDT, Joe THOMAS, Tracy Secretary TZANETAKOS, Christos Founder WACHS, EllenBeth Vice-President Legal Affairs Coordinator Lakeland Chapter Director WESTERFIELD, Portia 5090 Bay St. N.E. #226, St. Pete. 33703-4047 727/525-3487 813 / 920-0231 626 / 808-7490 813 / 839-7567 813 / 325-9139 727 / 525-1446 813 / 908-7807 813 / 919-9161 352 / 332-1727 941 / 922-9339 Fax 941 / 922-3399 727/424-2558 Office Mobile Cell 813 / 531-8138 727 / 271-3549 727 / 544-0414 727 / 510-0431 727 / 235-3220 772 / 489-5505 772 / 465-6402 863 / 619-2243

brownsteve@verizon.net matt.progress@gmail.com
4303 S MacDill Ave / Tampa FL 33611-1940 Edgollystudio@aol.com 6382 18th Street NE / St Petersburg FL 33702 Cell Cell

glojulius@msn.com
P O Box 342754 / Tampa, FL 33694-2754

jakieffe@mail.usf.edu
6308 N.W. 136th Street / Gainesville, FL 32606

Cell

smiles@chem.ufl.edu
2042 Bee Ridge Road / Sarasota, FL 34239-6108

alan@srqlawers.com
4704 Lakewood Drive / Seffner, FL 33584 nanowens@ix.netcom.com 6814 Charlotte Harbor Way / Tampa, FL 33425

JAMESTP@ij.net
5910 110th Avenue N / Pinellas Park, FL 33782 joerein@tampabay.rr.com 6411 93rd Terrace #4901 / Pinellas Park, FL 33782 tthoma9@tampabay.rr.com 3120 N. A-1-A #503S / Ft. Pierce, FL 34949 AthAlFlC@aol.com 5963 Lake Victoria Dr. / Lakeland FL 33813-4720

Fax:

ebwachs@atheistsofflorida.org

4115 Creek Woods Lane / Mulberry, FL 33860

portiap@tampabay.rr.com

Fax

863 / 425-3968 863 / 425-5916

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